Material Contracts. [Schedule 5.9(a)] hereto sets forth, as of the date hereof, a true, complete and correct list of every current written contract, agreement or commitment of the Subject Companies or the Business (together with all amendments and supplements thereto) that # provides for or is reasonably expected to provide for aggregate future payments by a Subject Company, or to a Subject Company, of more than $500,000 annually; # was entered into by a Subject Company with an officer, director or significant employee of a Subject Company (other than standard nondisclosure agreements); # is a collective bargaining agreement or other agreement with a labor union or association representing any employee; # relates to Indebtedness of a Subject Company (other than Intercompany Indebtedness) or to the mortgaging or pledging of or granting of an Encumbrance upon any of the assets of a Subject Company; # is a guaranty by a Subject Company of any Indebtedness of a third party; # is a letter of credit and bankers’ acceptance issued for the account of a Subject Company; # materially restricts a Subject Company from engaging in any business or activity anywhere in the world; or # is an employment agreement, severance agreement, consulting agreement or similar arrangement to which a Subject Company is a party (each such contract, a “Material Contract”).

Material Agreements. [Schedule 4.2(p)] lists the following written agreements (the “Material Agreements”) to which Seller or, with respect to the Seller Business, the Holding Corporation is a party and has any continuing rights or obligations or by which Seller or any of the Acquired Assets is or may become bound: # any such agreement for the provision to any Client of Seller Business in excess of $10,000; # any such agreement which provides for the sharing of commissions, including, without limitation, with any third-party or any Affiliate, or which requires Seller or the Holding Corporation (in connection with Seller Business) to guarantee any amount or make a minimum payment; # any such agreement (or group of related agreements) with any insurance carrier, broker or agency relating to the provision of Seller Business; # any such agreement involving the acquisition or disposition of material assets relating to Seller Business; # any such agreement (or group of related agreements) under which indebtedness for borrowed money has been created, incurred, assumed, or guaranteed, or under which a Security Interest is imposed on any of Seller’s assets, tangible or intangible; # any employment or other independent consulting agreement with Producers; # any such agreement forming a partnership or joint venture; # any such agreement which requires any Seller Party, or any employee of Seller, to maintain the confidentiality of Confidential Information, or to refrain from competing with, or soliciting or accepting business from the clients or customers of, a Person other than Seller; # any such agreement for the license of software applications listed on [Schedule 4.2(g)]; and # any other such agreement providing for payments to or from Seller in excess of $10,000. Except as set forth in [Schedule 4.2(p)], the Seller Parties have made available or furnished to Purchaser a true and complete copy of each Material Agreement described in [Schedule 4.2(p)]. With respect to each Material Agreement described in [Schedule 4.2(p)]: # the agreement is the legal, valid, binding, enforceable obligation of the applicable Seller Party and, to the Knowledge of such Seller Party, the other party thereto and is in full force and effect in all material respects and has not been terminated, cancelled, amended or supplemented in any manner since being made available or furnished to Purchaser, subject to bankruptcy and equitable remedies exceptions; # the applicable Seller Party has duly performed in all materials respects all of its obligations to the extent such obligations to perform have accrued; (3)(A) neither the applicable Seller Party nor, to the Knowledge of such Seller Party, any other party thereto is in material breach or default thereof, and # no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; # to Seller’s Knowledge, there are no disputes with respect to the Material Agreement; and # except as set forth in [Schedule 4.2(p)], the Material Agreement is assignable by such Seller Party to Purchaser without the consent or approval of any other party. There exist no oral agreements that are material to the Seller Business or Acquired Assets.

Material Agreements. Neither [[Organization A:Organization]] nor any of its Subsidiaries is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement to which it is a party, which default could reasonably be expected to have a Material Adverse Effect.

Material Statements. No Borrower, and to each Borrower’s knowledge, no officer, managing employee or director of any Borrower, in each case, in such capacity, has made an untrue statement of a material fact or fraudulent statement to any Governmental Authority, failed to disclose a material fact that must be disclosed to any Governmental Authority, or committed an act, made a statement or failed to make a statement that, at the time such statement, disclosure or failure to disclose occurred and when taken as a whole, would constitute a violation of any Health Care Law that could reasonably be expected to have a Material Adverse Effect.

Material Contracts. Set forth on [Schedule 5.21(h)], as of the Effective Date and as of the last date such Schedule was required to be updated in accordance with [Section 6.02], is a complete and accurate list of all Material Contracts of the ​ and its Subsidiaries.

Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with customary prudent business practices.

Material Breach. If there is a: # material breach by a Party of this Agreement which cannot be cured; or # material breach by a Party of this Agreement that can be cured and such Party has failed to take steps to begin to cure the breach within sixty days following written notice specifying the material breach by the Party affected by the breach or is not diligently pursuing a cure thereafter, or # a Party is subject to a petition for relief under any bankruptcy legislation, or makes an assignment for the benefit of creditors, or is subject to the appointment of a receiver for all or substantially part of the Party's assets, and such petition, assignment or appointment, if involuntary, is not dismissed or vacated within ninety days, then an event of default shall be deemed to have occurred. Upon an event of default, the non-breaching Party shall have the right to exercise one or more of the following remedies upon written notice by the non-breaching Party to the breaching Party within thirty days of an event of default (if any) (assuming that the non-breaching Party has not already given such a notice upon the occurrence of a prior material, uncured breach by the breaching Party): # to seek monetary damages for such material breach within the limitations set forth in Section 15 hereof; # to seek equitable relief to prevent such material breach from continuing or occurring again in the future; or # if the event of default can be cured, to effect a cure and be reimbursed for the costs incurred.

Signage. As used herein, Signage shall mean any signs, advertising placards, banners, pennants, names, insignias, trademarks, balloons, flags, decals or other decorative or descriptive material installed on the Project.

Party A has the right to examine the advertising materials and contents and the link page for publishing the advertisement provided by Party B (the materials and contents should be consistent with the contents on the link page), to avoid any content in violation of this agreement as much as possible. However, if any advertising material or content or any advertising page still has the above violation after Party A’s examination, the legal liability thus caused shall be borne by Party B, and irrelevant to Party A.

Party A shall be responsible for the internal publishing of the internet advertising, including check of vacancy, arrangement of advertising space, and supervision of advertising exposure.